DEF 14A of Savers Value Village, Inc.
Filed Apr 27, 2026 · FY20250001883313-26-000034
Items of Business
| Pay Ratio | 46 | | Pay Versus Performance | 47 | | Equity Compensation Plan Information | 50 | | Stock Ownership | 51 | | Beneficial Ownership | 51 | | General Information Concerning Voting and Attending the Annual Meeting | 54 | | Voting Requirements | 54 | | Voting Your Shares | 55 | | Participation in the Annual Meeting | 55 | | Proposals and Nominations for the Next Annual Meeting | 56 | | Other Matters | 57 | | Appendix A: Reconciliation to GAAP Measures | 58 |
Director Nominees
Director Nominees In accordance with the Company’s certificate of incorporation and based on the recommendation of our Nominating, Governance & Sustainability Committee, our Board of Directors (the “Board”) is currently comprised of nine directors. The Board is divided into three classes, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Board consists of three directors serving as Class I directors; three directors serving as Class II directors; and three directors serving as Class III directors. The terms of the existing Class III directors, Aina E. Konold, Kristy Pipes, and Brian Ames, expire at the 2026 Annual Meeting. The Board has nominated Ms. Konold, Ms. Pipes and Mr. Ames, as outlined in the table below, to continue serving as Class III directors.
Director Nominees
| Name | Age | Gender | Director Since | Independent | Primary Occupation | Board and Committees Roles | | Aina E. Konold | 57 | Female | July 2021 | • | Former CFO of LAB Golf Company LLC; former CFO of PacSun; former CFO of BowFlex Inc. and former CFO of Gap Inc. China, a division of Gap Inc. | Chairperson of the Audit Committee Member of the Repurchase Committee | | Kristy Pipes | 67 | Female | July 2021 | • | Former Managing Director and Chief Financial Officer of Deloitte Consulting | Member of the Nominating, Governance & Sustainability Committee Member of the Repurchase Committee | | Brian Ames | 45 | Male | August 2025 | | Former Managing Director & Head of Growth of Anthos Capital; Former President & GM of Activision Blizzard Media | Member of the Nominating, Governance & Sustainability Committee |
Director Nominees
| Savers Value Village, Inc. | 2 | 2026 Proxy Statement |
Corporate Governance Highlights
Corporate Governance Highlights Savers Value Village is committed to strong corporate governance practices and we believe that they contribute to long-term stockholder value. For additional information on our corporate governance, see the sections under Proposal 1: Election of Class III Directors beginning on p. 4, and Corporate Governance beginning on p. 13.
Governance Best Practices
Governance Best Practices •Independent Board Committees — Audit, Compensation and Repurchase •Committee Charters •Non-Management Directors Meet Regularly Without Management Directors •Annual Board and Committee Self-Evaluation Process •Separate Chairperson of the Board and Chief Executive Officer (“CEO”) •No Hedging or Pledging of Company Stock by our Directors or Employees (Team Members) •Stock Ownership Guidelines •Board Meetings in Fiscal 2025: 6 •Standard Board Committees — Meetings in Fiscal 2025: Audit: 6, Compensation: 4, Nominating, Governance & Sustainability: 4 and Repurchase: 6 •Board Oversight of Sustainability, Cybersecurity, and Human Capital Management •Director Orientation and Continuing Education
Compensation Highlights
Compensation Highlights The following are some highlights of our executive compensation program. Our executive compensation program has historically been determined by our Board and Compensation Committee. Our fiscal 2025 executive compensation program was structured to: •recruit and retain talented executives through a combination of fixed and variable compensation; •reward performance against our business goals through payment of annual incentive bonuses; and •align interests of management with those of our stockholders through the grant of stock options and RSUs. As a result, our executive compensation program has three primary elements: base salary, annual cash incentives, and long-term equity compensation. We also provide retirement and termination benefits and limited other benefits.
Compensation Highlights
| Key Compensation Element | | Objective and Key Features | | Fixed | Base salary | Provides competitive, fixed cash compensation necessary to attract and retain executives Reflects individual responsibilities, performance, experience, and value in the marketplace | | At Risk | Annual cash incentives | Provides incentive for achieving annual financial goals that reflect our growth | | | Long-term equity compensation | Provides incentive for long-term performance Links compensation earned to the creation of long-term stockholder value Aligns interests of management with those of stockholders Supports retention of key talent |
Compensation Highlights
| Savers Value Village, Inc. | 3 | 2026 Proxy Statement |
Compensation Highlights
Proposal 1: Election of Class III Directors Our Board of Directors (the “Board”) is currently comprised of nine directors and equally divided into three classes. Directors in each class serve for a three-year term beginning and ending in different years than those of the other two classes. The terms of the existing Class III directors, Aina E. Konold, Kristy Pipes and Brian Ames, expire at the 2026 Annual Meeting. On the recommendation of the Nominating, Governance & Sustainability Committee, the Board has nominated Aina E. Konold, Kristy Pipes and Brian Ames to stand for election at the 2026 Annual Meeting. If elected, they will hold office until our 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Nominees for Election
Nominees for Election We believe that our nominees possess the professional and personal qualifications necessary for service on our Board. Each brings expertise, a deep knowledge of our business, and a valuable perspective to support the long-term success of our business. We have highlighted qualifications of our director nominees in the individual biographies below. Please also see Director Qualifications below for additional information about the skills of our directors, how we assess our Board, and how we consider overall Board composition. The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.
Nominees for Election
| Savers Value Village, Inc. | 4 | 2026 Proxy Statement |
Class III Directors
Class III Directors
Class III Directors
| Aina E. Konold AGE: 57 DIRECTOR SINCE: 2021 Chairperson of the Audit Committee Member of the Repurchase Committee | Experience and Qualifications: Aina E. Konold, a director since July 2021, has over 30 years of global retail, strategy, financial management, and operational experience, with a strong track record of driving growth and optimizing and scaling operating models. From November 2025 to March 2026, Ms. Konold served as the Chief Financial Officer of LAB Golf Company LLC, a developer and manufacturer of golf putters. From August 2024 to October 2024, Ms. Konold served as the Chief Financial Officer of PacSun Holdings LLC (PacSun), a fashion retailer. From December 2019 to May 2024, Ms. Konold was the Chief Financial Officer of BowFlex Inc. (NYSE:BFX), a developer and manufacturer of fitness equipment brands, where she led the Finance, Strategy, Business Development, and IT functions. BowFlex Inc. and certain of its subsidiaries filed voluntary Chapter 11 bankruptcy petitions in March 2024. Prior to BowFlex, Ms. Konold held several executive level positions during her 20-year career with Gap Inc., across financial planning and analysis, controllership, shared services, real estate strategy, and investor relations. From 2011 until 2018, she was the founding CFO for Gap Inc. (NYSE: GAP) in China, where she led the business through its hyper growth phase and established a scalable business model in a constantly evolving marketplace, particularly in the areas of digital and e-commerce. Ms. Konold currently serves on the Advisory Board of Canopii Inc. since June 2025 and the Advisory Board of Astro Information Security since December 2024. She served on the Board and as the Audit Chairperson for Form Technologies from March 2025 to January 2026. Ms. Konold holds a B.A. from Stanford University and began her career at PricewaterhouseCoopers. |
Class III Directors
| Kristy Pipes AGE: 67 DIRECTOR SINCE: 2021 Member of the Nominating, Governance & Sustainability Committee Member of the Repurchase Committee | Experience and Qualifications: Kristy Pipes, a director since July 2021, has extensive management, financial and leadership experience. Ms. Pipes served as Managing Director and Chief Financial Officer from 2015 to 2019 at Deloitte Consulting, a management consultancy firm with operations in the United States, India, Germany, and Mexico, where she managed the finance function. Ms. Pipes held various leadership positions, including serving on the firm’s Management Committee and Consulting Operations Committee. Prior to joining Deloitte in 1999, Ms. Pipes was Vice President and Manager, Finance Division, at Transamerica Life Companies and Senior Vice President and Chief of Staff for the President and Chief Executive Officer (among other senior management positions) at First Interstate Bank of California. Ms. Pipes currently serves on the Board of AECOM (NYSE: ACM) since October 2022, where she serves as Audit Committee Chair; on the Board of ExlService Holdings, Inc. (Nasdaq: EXLS) since January 2021, where she serves as Audit Committee Chair and on the Compensation and Talent Management Committee; and on the board of trustees of Public Storage (NYSE: PSA) since October 2020, where she serves as Lead Independent Trustee, Audit Committee Chair and on the Nominating, Governance, and Sustainability Committee. Ms. Pipes previously served on the Board of PS Business Parks, Inc. from 2019 to July 2022 (NYSE: PSB) (subsequently acquired by Blackstone Real Estate). Ms. Pipes holds a B.A. in Business Economics and a Master of Business Administration from University of California, Los Angeles. |
Class III Directors
| Savers Value Village, Inc. | 5 | 2026 Proxy Statement |
Class III Directors
| Brian Ames AGE: 45 DIRECTOR SINCE: 2025 Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Brian Ames, a director since August 2025, is an entrepreneur, advisor, and investor in the consumer, climate, and health technology sectors. From 2021 to 2023, he served as Managing Director & Head of Growth at Anthos Capital, a multi-stage investment firm managing over $4 billion in assets. Prior to joining Anthos, Mr. Ames was President & GM of Activision Blizzard Media (2017 – 2021), the advertising and technology division of Fortune 500 gaming giant Activision Blizzard, Inc. (Nasdaq: ATVI) (subsequently acquired by Microsoft). Mr. Ames also served as an executive at Snap Inc. (NYSE: SNAP) from 2014 – 2017, where he built core revenue, growth, and analytics functions, and previously led monetization and mobile business development efforts at Facebook (now Meta) (Nasdaq: META) from 2011 – 2012. In addition, Mr. Ames was a management consultant at the Boston Consulting Group from 2004 to 2011. He currently serves on the Board of VRChat, a privately held company. Mr. Ames holds a B.S. in Brain and Cognitive Science from the Massachusetts Institute of Technology (MIT) and an M.B.A. from the Stanford Graduate School of Business. |
Directors Continuing in Office
Directors Continuing in Office
Class I Directors
Class I Directors Our Class I directors, Aaron Rosen, Jordan Smith and Susan O’Farrell, serve until the Annual Meeting of Stockholders in 2027.
Class I Directors
| Aaron Rosen AGE: 45 DIRECTOR SINCE: 2019 Chairperson of the Board Chairperson of the Compensation Committee | Experience and Qualifications: Aaron Rosen, a director since April 2019 and the Chairperson of our Board since February 2024, is a Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group. Mr. Rosen serves as a member of the Ares Credit Group’s Opportunistic Credit Investment Committee and the Ares Private Equity Group’s Corporate Opportunities Investment Committee. Ares Management is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes. Prior to joining Ares Management in December 2018, Mr. Rosen had been a Partner and Director of Research at Archview Investment Group, where he focused on credit and equity investments in the U.S. and internationally. Prior to Archview, Mr. Rosen was a Vice President at Citigroup, where he was a founding member of the Citibank Global Special Situations Group focused on U.S. credit and value equity investment strategies. In addition, Mr. Rosen was a member of Citigroup's Asset-Based Finance group, where he focused on structuring senior secured debt financings for non-investment grade corporate borrowers. He currently serves on the boards of directors of the parent entities of Virgin Voyages, Consolidated Precision Products, Form Technologies, Hornbeck Offshore Services, TriMark USA and WHP Global, all privately held companies. Mr. Rosen holds a B.S., summa cum laude, from New York University’s Stern School of Business in Finance and Information Systems, where he received the Valedictorian Award. |
Class I Directors
| Savers Value Village, Inc. | 6 | 2026 Proxy Statement |
Class I Directors
| Jordan Smith AGE: 39 DIRECTOR SINCE: 2024 Member of the Compensation Committee Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Jordan Smith, a director since February 2024, is a Partner in the Ares Private Equity Group. Additionally, Mr. Smith serves as a member of the Ares Private Equity Group's Corporate Opportunities Investment Committee and the Ares Diversity, Equity and Inclusion Council. Ares Management is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes. Prior to joining Ares Management in 2011, Mr. Smith was an Analyst at Lazard, where he focused on mergers and acquisitions across various industries. Mr. Smith currently serves on the board of directors for the parent entities of Awayday, Cooper's Hawk, EP Wealth, LaserAway, Virgin Voyages and WHP Global, all privately held companies. Mr. Smith holds a B.S. with high honors from the Haas School of Business at the University of California, Berkeley. |
Class I Directors
| Susan O'Farrell AGE: 62 DIRECTOR SINCE: 2023 Member of the Audit Committee Chairperson of the Repurchase Committee | Experience and Qualifications: Susan O’Farrell, a director since October 2023, has over 35 years of executive and senior leadership experience. She served as Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings Inc. (NYSE: BXC), a wholesale distributor of building and industrial products, from 2014 to 2020. Ms. O'Farrell has been a senior financial executive holding several roles with The Home Depot (NYSE: HD), a specialty retailer, from 1999 to 2014. Ms. O'Farrell began her career with Andersen Consulting, LLP (now Accenture), leaving as an Associate Partner in 1996 for a strategic information systems role with AGL Resources (now Southern Company Gas). Ms. O'Farrell currently serves on the Board and as the Audit Committee Chair of Leslie's, Inc. (Nasdaq: LESL) since 2020, and on the Board of National Vision Holdings, Inc. (Nasdaq: EYE), since February 2024, where she also currently serves as Audit Committee Chair. She also serves on the Board of International Women's Forum - Georgia Chapter and previously served on the Board of American Trailer World Corp. Ms. O'Farrell has a B.S. in business administration and finance from Auburn University, completed the Emory Goizueta Executive Leadership Program and holds the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon. |
Class I Directors
| Savers Value Village, Inc. | 7 | 2026 Proxy Statement |
Class II Directors
Class II Directors Our Class II directors, Mark Walsh, Robyn Collver and William T. Allen, serve until the Annual Meeting of Stockholders in 2028.
Class II Directors
| Mark Walsh AGE: 64 DIRECTOR SINCE: 2020 Chief Executive Officer | Experience and Qualifications: Mark Walsh has been our Chief Executive Officer since October 2019 and a member of our Board since December 2020. After beginning his career at Deloitte Consulting and PepsiCo, Mr. Walsh amassed nearly two decades of successful leadership for a wide range of top brands in apparel retailing including J. Crew, Juicy Couture, Prana, Ellen Tracy and Laundry. Prior to joining us, Mr. Walsh served as CEO of Bob’s Stores and Eastern Mountain Sports, both retail brands, from 2008 to 2013, prior to returning to the role again from 2015 to May 2017, when the company was renamed Vestis Retail Group. During this period, Mr. Walsh optimized brand and organizational value and retained approximately 400 jobs throughout all stores, as well as managed a Section 363 sale to Versa Capital and subsequent sale to UK-based Sports Direct through a debtor in possession process. Due to these actions, both the Bob’s Stores and Eastern Mountain Sports brands were able to continue operating. Mr. Walsh also served as operating Chairman of Polartec from 2012 to 2014. From May 2017 to October 2019, Mr. Walsh pursued personal interests and was an independent consultant focused on special situations and interim turnaround CEO services. Mr. Walsh holds a B.A. from Brown University and an M.B.A. from The Wharton School at the University of Pennsylvania. |
Class II Directors
| Robyn Collver AGE: 61 DIRECTOR SINCE: 2019 Chairperson of the Nominating, Governance & Sustainability Committee Member of the Audit Committee | Experience and Qualifications: Robyn Collver, a director since May 2019, has over 30 years of executive, senior leadership and professional experience. Ms. Collver held several executive roles with Canadian Tire Corporation, Limited (TSX: CTC; CTC-A), a family of businesses that includes a Retail segment, a Financial Services division and CT REIT, from 2002 through 2022, including Senior Vice President, ESG and Environmental Strategy Adviser (January – September 2022); SVP, Regulatory and Chief Sustainability Officer (2019 – January 2022); SVP, Risk and Regulatory Affairs (2015 – 2019); and Secretary and General Counsel (2009 – 2015). Ms. Collver began her career as a lawyer in 1990 in the corporate and securities group at Cassels, Brock & Blackwell LLP, a Toronto, Canada law firm, leaving as a partner in 2002 for a career at Canadian Tire. She is the Board Chair of Multi-Material Recycling Inc. Ms. Collver previously served as Chair of the Boards of MMBC Recycling Inc., Multi-Material Stewardship Western Inc. and Stewardship Ontario and on the Boards of the Alzheimer Society of Toronto and Automotive Materials Stewardship. Ms. Collver holds a Bachelor of Business Administration from Acadia University and a Bachelor of Laws from the University of Toronto. |
Class II Directors
| Savers Value Village, Inc. | 8 | 2026 Proxy Statement |
Class II Directors
| William T. Allen AGE: 69 DIRECTOR SINCE: 2019 Member of the Compensation Committee | Experience and Qualifications: William T. Allen, a director since May 2019, has an extensive nearly 35-year background managing businesses and providing leadership to manufacturing operations requiring operational turnarounds, notably as CEO. Mr. Allen held several leadership roles at Werner Co., Inc., a leading manufacturer of industrial climbing products through its sale to Triton Funds in 2017, including CEO (since 2007) and President and Chairman of the Board (since 2009). Mr. Allen also served as a director of Schultze Special Purpose Acquisition Corp. from 2018 until its business combination with Clever Leaves Holdings Inc. in 2020. From 2017 until 2018, Mr. Allen served as a board member of Rockport, a provider of men’s and women’s footwear, which filed a voluntary petition for reorganization under Chapter 11 in May 2018 and June 2023. He has also held board and executive positions at AQuity Solutions (formerly Mmodal Inc.), Schultze Special Purpose Acquisition Corp. II, Envocore, USI, Arclin, Inc., Constar, Ames Taping Tools, Oriental Trading Company, Hines Nurseries, Inc., Running Aces Harness Park, Wright Line LLC (former CEO), APW Company (former CEO), Chart Industries, Inc. (former CEO) and Millennium Rail, many of which were on behalf of leading alternative investment firms including Ares Management, Black Diamond Capital Management, Oaktree Capital and Crescent Capital Group. In 2012, Mr. Allen received the Pittsburgh Business Times’ Diamond Award as CEO of the Year in the ‘Large for Profit’ category. Mr. Allen holds an engineering degree from Roger Williams College. |
Long-Term Incentive Grant Practices
Long-Term Incentive Grant Practices We generally grant annual equity-based awards in the first quarter of each year, in conjunction with our annual compensation review and approval process, although the exact timing may change from year to year. It is our practice to approve these annual equity-based incentive awards with a grant date which falls outside of our quarterly blackout period during which trading in our securities is prohibited under our Insider Trading Policy. Equity awards granted to our Board of Directors generally have a grant date that falls on the date of our annual meeting of stockholders. Under our Omnibus Incentive Compensation Plan, the exercise price of stock options is equal to the closing stock price of our common stock during regular trading hours on the grant date, or, if there were no trades on that day, the latest preceding date upon which a trade was reported. The Compensation Committee or its delegate may also consider and approve interim grants at other times of the year for new hires, in connection with promotions, for retention or other purposes from time to time based on business needs, changing compensation practices or other factors. These awards are generally approved on a quarterly basis. It is not our practice to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. For the 2025 equity grants, no awards were approved within four business days before or one business day after the filing of a Form 10-Q, 10-K, or 8-K disclosing material nonpublic information.
Interim Chief Innovation Officer
Interim Chief Innovation Officer In November 2025, we entered into a consulting arrangement with Brian Ames, a member of our Board and Nominating, Governance & Sustainability Committee. Under the terms of this arrangement, Mr. Ames served as Interim Chief Innovation Officer for approximately three months and received $150,000 in cash compensation in fiscal 2026. In connection with this arrangement, the Board also granted Mr. Ames an equity award in the form of RSUs during fiscal 2025, with a grant date fair value of $75,000. The RSUs vested in February 2026, after the completion of services.
Overview
Cash compensation is paid quarterly in arrears. The annual equity retainer is delivered in time-based restricted stock units (“RSUs”), which vest on the earlier of the one-year anniversary of the grant date or the next date of the annual meeting of the Company’s stockholders. At a director’s election, the RSUs can be deferred until separation from the Board. Directors are reimbursed for customary expenses for attending Board and committee meetings.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The following table provides compensation information for our non-employee directors (excluding directors employed by Ares or its affiliates) for fiscal 2025.
Director Compensation for Fiscal 2025
| Name(1) | Fees Earned or Paid In Cash(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | All Other Compensation ($) | Total ($) | | William T. Allen | 81,250 | 129,994 | — | — | 211,244 | | Brian Ames(5) | 8,546 | 176,141 | — | — | 184,687 | | Robyn Collver | 94,625 | 129,994 | — | — | 224,619 | | Aina E. Konold | 105,625 | 129,994 | — | — | 235,619 | | Susan O'Farrell | 83,750 | 129,994 | — | — | 213,744 | | Kristy Pipes | 81,875 | 129,994 | — | — | 211,869 | | Duane Woods(6) | 73,696 | 129,994 | — | — | 203,690 |
Director Compensation for Fiscal 2025
(1)Mr. Walsh did not receive any additional compensation for his service on the Board apart from his compensation as Chief Executive Officer (“CEO”) as set forth below in the Summary Compensation Table and so is not included in this table. Our directors who are employed by Ares or its affiliates did not receive compensation from us for their service on the Board and so are not included in this table. (2)The amounts in this column represent annual cash retainers paid to the directors. Although Ms. Collver’s cash compensation was paid in Canadian dollars, the payment due was determined based on the amount of U.S. dollars set forth in this table, and then paid in Canadian dollars using the exchange rate in effect at the time of payment. (3)The amounts in this column reflect the aggregate grant date fair value of RSUs granted during the fiscal year, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board (“FASB ASC 718”). The grant date fair value for these units (based on the closing stock price on the grant date) was $10.65 for the June grants to Messrs. Allen and Woods, and Mses. Collver, Konold, O'Farrell and Pipes; $11.22 and $8.25 for Mr. Ames' August and November grants, respectively (which November 2025 grant to Mr. Ames was in connection with his Interim Chief Innovation Officer service). For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. As of the last day of fiscal 2025, each of Mses. Collver, Konold, O’Farrell and Pipes had 21,639 RSUs outstanding, Mr. Allen had 12,206 RSUs outstanding and Mr. Ames had 18,105 RSUs outstanding. Mses. Collver, Konold, O’Farrell and Pipes, and Mr. Woods, elected to defer settlement of their 12,206 RSUs granted in 2025 until separation from Board service. (4)There were no stock option grants made to directors during fiscal 2025. As of the last day of fiscal 2025, the following non-employee directors, or former directors, as applicable, held the following number of outstanding stock options: Mr. Allen, 61,658 options; Ms. Collver, 100,516 options; Ms. Konold 64,910 options; Ms. Pipes, 64,910 options; and Mr. Woods, 30,156 options. (5)Mr. Ames was appointed to the Board effective August 25, 2025. (6)Mr. Woods resigned from the Board effective August 25, 2025.
Director Compensation for Fiscal 2025
| Savers Value Village, Inc. | 23 | 2026 Proxy Statement |
Director Compensation for Fiscal 2025
Proposal 2: Ratification of Auditor The Audit Committee of our Board of Directors has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending January 2, 2027. KPMG has been retained as Savers’ independent registered public accounting firm since 2003. Although it is not required to do so, the Board is submitting the Audit Committee’s retention of KPMG as the Company’s independent registered public accounting firm for ratification by stockholders at the meeting to ascertain the view of our stockholders regarding such selection. If our stockholders fail to ratify the selection of KPMG as the independent registered public accounting firm for fiscal 2026, the Audit Committee will reconsider whether to retain the firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year. A representative of KPMG is expected to attend the Annual Meeting and will have the opportunity to make a statement if they wish to do so. The representative will also be available to answer questions from stockholders. The members of the Audit Committee and Board believe that the continued retention of KPMG to serve as the Company’s independent external auditor is in the best interests of the Company and its stockholders.
Introduction
Introduction Each of our NEOs has extensive experience and an in-depth understanding of our business model and growth strategy. Having a highly engaged senior leadership team with the ability to successfully execute the for-profit thrift business has been critical to our performance. We believe our executive compensation program during fiscal 2025 supported the execution of our business model in the following ways: •recruit and retain talented executives through a combination of fixed and variable compensation; •reward performance against our business goals through payment of annual incentive bonuses; and •align interests of management with those of our stockholders through the grant of stock options and RSUs.
Annual Incentives: Annual Incentive Plan (AIP)
Annual Incentives: Annual Incentive Plan (AIP) The objective of annual incentive awards under our AIP is to motivate the performance of our NEOs and other key team members based on annual performance goals established by the Committee while also encouraging engagement and collaboration. The Board and the Committee view the use of annual bonuses as an effective means to compensate the NEOs for achieving annual financial goals.
Key Features of Fiscal 2025 AIP
Key Features of Fiscal 2025 AIP •Emphasized execution of our business strategy, with performance results based on Adjusted EBITDA (as defined below) and reviewed and approved by the Committee. •200% maximum payout limit for all awards. •For 2025, the payout is a mix of cash and RSUs that cliff vest after one-year, to enhance the alignment with stockholders and manage the cash-based costs of the program.
Key Features of Fiscal 2025 AIP
| Metric | Why It’s Included | How It’s Used | | Adjusted EBITDA* | •The Adjusted EBITDA measurement removes, in part, non-recurring, irregular and one-time items that may distort EBITDA •Represents the Company’s financial health and growth, including top-line performance and effective expense management •Highly relevant to our business, well understood, and part of Savers’ broad-based incentive program | •Sole metric in our AIP program for NEOs |
Key Features of Fiscal 2025 AIP
*Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is a non-GAAP metric used in our AIP. We define Adjusted EBITDA as net income excluding the impact of interest expense, net, income tax expense (benefit), depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, lease intangible asset expense, executive transition costs, transaction costs, dividend-related bonus, foreign currency exchange rate impacts, and certain other adjustments.
Key Features of Fiscal 2025 AIP
| Savers Value Village, Inc. | 30 | 2026 Proxy Statement |
Performance Goals and Payouts for Fiscal 2025 AIP
Performance Goals and Payouts for Fiscal 2025 AIP Pursuant to our AIP for fiscal 2025, our NEOs generally were eligible for bonus payments in a mix of cash and RSUs after year-end based on the achievement of financial performance criteria. The performance metric chosen for the year was Adjusted EBITDA, which our Committee believed was an appropriate performance measure for fiscal 2025 to motivate our key executives, including the NEOs, because the metric reflects our growth. Our plan provided for a threshold 10% payout if we achieved 86% of our goal; 100% payout if we achieved 100% of our goal; and a maximum 200% payout if we achieved 120% of our goal. Performance below the threshold would result in no payout. For fiscal 2025, the Committee approved Adjusted EBITDA performance targets that, in absolute terms, are below our fiscal 2024 results. The Committee believes this approach appropriately reflects the financial profile of our Board-approved financial plan, which incorporates planned investment in new store openings which are central to our long-term growth strategy. New store openings require meaningful capital deployment and generally incur operating costs ahead of revenue maturation. As a result, our fiscal 2025 plan reflects near-term pressures on profitability, even as these investments position the Company for sustainable growth over the long term. The Committee determined that setting targets at this level appropriately balanced rigor with the Company’s strategic growth priorities, aligning incentives with long-term value creation while maintaining a meaningful performance threshold. The payout level for fiscal 2025 for each NEO was approximately 75% of bonus target based on our achievement of approximately 95% of the goal under the AIP.
Fiscal 2025 AIP Adjusted EBITDA
Fiscal 2025 AIP Adjusted EBITDA
Fiscal 2025 AIP Adjusted EBITDA
| | Threshold | Target | Maximum | Actual* | | Performance goal | $226,444,161 | $263,307,164 | $315,968,597 | $250,770,587 | | Percentage of target goal | 86% | 100% | 120% | 95% | | Payout (as a % of target bonus) | 10% | 100% | 200% | 75% |
Fiscal 2025 AIP Adjusted EBITDA
*The Adjusted EBITDA result used for purposes of the AIP is different than as reported in the Company’s Annual Report on Form 10-K because we use an internal management reporting rate for constant currency purposes to account for the impact of foreign currency exchange rates in our AIP calculation. Each NEO had a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The Committee approved these individual award opportunities at the beginning of fiscal 2025 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual performance and responsibilities, and contractual obligations. In recognition that a portion of the annual bonus would be paid in RSUs with additional time-based vesting conditions, the Committee approved a one-time increase in the target bonus opportunity for our CEO from 100% to 110% of base salary and for our NEOs from 75% to 80% of base salary. The cash and equity split for the CEO is different from the other NEOs based upon market data and input from our independent compensation consultant. The number of RSUs payable would be calculated based on the dollar value of the earned bonus payable in RSUs, divided by the closing price of our common stock on the effective grant date of the RSUs. The RSUs vest one year after the grant date, subject to the NEO’s continuous employment until such date (with accelerated vesting if termination by the Company is without cause).
Fiscal 2025 AIP Adjusted EBITDA
| Savers Value Village, Inc. | 31 | 2026 Proxy Statement |
Fiscal 2025 AIP Opportunities and Payouts
Fiscal 2025 AIP Opportunities and Payouts
Fiscal 2025 AIP Opportunities and Payouts
| | Target (as a % of Base Salary) | | | Target ($) | Actual Amount Earned ($) | Actual Amount Earned (as a % of Target) | | | Total (%) | Cash (%) | Equity (%) | | | | | Mark Walsh | 110 | 25 | 85 | 1,100,000 | 825,000 | 75 | | Michael Maher | 80 | 50 | 30 | 440,000 | 330,000 | 75 | | Jubran Tanious | 80 | 50 | 30 | 460,000 | 345,000 | 75 | | Richard Medway | 80 | 50 | 30 | 439,200 | 329,400 | 75 | | Mindy Geisser | 80 | 50 | 30 | 397,201 | 297,901 | 75 |
Long-Term Equity Incentives
Long-Term Equity Incentives
Fiscal 2025 Grants to Named Executive Officers
Fiscal 2025 Grants to Named Executive Officers Equity compensation has been, and continues to be, an important part of our executive compensation program to attract and retain executives and align their interests with those of our stockholders. In fiscal 2025, the Company continued to make the transition from private-company to public-company compensation programs. As part of this transition, an annual grant process was adopted under which long-term incentives will generally be delivered in the first quarter of each fiscal year. For fiscal 2025, the target values of long-term incentive grants to our NEOs consisted of 50% stock options and 50% RSUs. Both the stock options and RSUs vest in approximately one-third increments on the first, second and third anniversaries of the grant date. In determining the structure of the awards and vesting schedule, the Committee evaluated market practice and the value of unvested long-term incentives held by the executives, and desired to develop a program that helped retain key executives and reward for stockholder value creation.
Key Features of Pre-IPO Equity Grants
Key Features of Pre-IPO Equity Grants Before our IPO, we granted options that vest over time, and also, for options granted prior to 2022, a portion that vested depending on our sponsor’s return on investment. Stock options were viewed as an appropriate equity incentive for a private company to align management with our stockholders because stock options have an exercise price based on the value at the time of grant, and so the potential future value of the stock option would directly represent an increase in the value of our stock over the term of the option, benefiting our stockholders. With respect to performance-based stock options granted to our NEOs prior to 2022, 25% of those options vested on our IPO and 25% vested on the one-year anniversary of the IPO. The remainder of those stock options vest in accordance with the performance vesting terms described below under Compensation Tables - Additional Narrative Disclosure.
Key Features of Pre-IPO Equity Grants
| Savers Value Village, Inc. | 32 | 2026 Proxy Statement |
The Role of our Peer Group
The Role of our Peer Group The Committee uses peer group data to inform its compensation decision-making for our NEOs. Peer group data allows the Committee to evaluate the competitiveness of NEO compensation and our program design, as well as marketplace practices and the relationship of pay and performance on a relative basis. The Committee believes that peer group data provides important context for its compensation decisions. At the same time, the Committee recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies, and that the retail environment in recent years has presented challenges when evaluating companies for comparability to Savers. The Committee does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The Committee monitors Savers’ performance relative to the peer group but has not adopted a formulaic approach for evaluating relative performance and determining its impact on our compensation program. The Committee may also supplement peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.
The Role of our Peer Group
| Savers Value Village, Inc. | 33 | 2026 Proxy Statement |
Peer Group Evaluation Criteria
Peer Group Evaluation Criteria The Committee expects to annually assess the composition of the peer group and may consider criteria beyond standard industry classifications in constructing and evaluating the peer group, including: •business focus and industry similarity, targeting retail companies with comparable customer or merchandise strategies, and also considering consumer product companies that meet size and complexity criteria; •revenues, market capitalization, and number of employees; •business complexity, reflected by factors such as significant global operations, brand and/or product line diversity, multiple segments, and e-commerce strategy; and •financial performance metrics, including operating and market performance.
Fiscal 2025 Peer Group
Fiscal 2025 Peer Group During fiscal 2025, after consultation with FW Cook, the Committee’s independent compensation consultant, the Committee determined that the following group of large, publicly traded consumer-oriented companies would be appropriate to use when considering market data for executive compensation.(1)
Fiscal 2025 Peer Group
| Academy Sports & Outdoors, Inc. | BJ's Restaurants, Inc. | Boot Barn Holdings, Inc. | | First Watch Restaurant Group, Inc. | Five Below, Inc. | Grocery Outlet Holding Corp. | | Lands' End, Inc. | Mister Car Wash, Inc. | National Vision Holdings, Inc. | | Ollie's Bargain Outlet Holdings, Inc. | PriceSmart, Inc. | Sally's Beauty Holdings, Inc. | | Shake Shack Inc. | Shoe Carnival, Inc. | |
Fiscal 2025 Peer Group
(1) Leslie’s, Inc. was part of the initial fiscal 2025 peer group but removed from our peer group by the Committee in July 2025.
The Role of Compensation Consultants
The Role of Compensation Consultants The Committee engaged FW Cook to serve as the independent compensation consultant to the Committee for fiscal 2025. FW Cook attends Committee meetings and consults with the Committee on an ongoing basis throughout the year as requested. FW Cook may provide industry, peer, and market data to the Committee. The Committee may use information and advice from FW Cook as a reference in assessing the overall competitiveness of our directors’ and NEOs’ compensation and our executive compensation program and making its compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and payout formulas, and individual compensation components, including benefits and perquisites. FW Cook did not perform any services for Savers other than work for the Committee. FW Cook reported directly to the Committee, which determined the scope and terms of FW Cook’s engagement. During fiscal 2025, the Committee reviewed its existing relationship with FW Cook, including potential conflicts of interest, and determined that FW Cook’s work for the Committee did not raise any conflicts of interest and that FW Cook continued to be an independent advisor to the Committee.
Severance, Retirement, and Change of Control Provisions
Severance, Retirement, and Change of Control Provisions We have entered into employment agreements with our executive officers that provide benefits in connection with certain terminations of employment, together with provisions in our equity plan documents described below. Each NEO has agreed to post-employment non-competition, non-solicitation, and other covenants intended to protect our business. We believe that these benefits assist in attracting and retaining high quality executives, in our succession planning, and in keeping our executives focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of the Company and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail under Compensation Tables—Additional Narrative Disclosure and Potential Payments upon Termination or Change of Control.
Summary Compensation Table
Summary Compensation Table The following table provides compensation information for our principal executive officer, our principal financial officer and our three other most highly compensated executive officers for the fiscal year ended January 3, 2026, which we refer to as “fiscal 2025”. We refer to these executive officers as the named executive officers or NEOs.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Non-Qualified Deferred Compensation Earnings ($)(4) | All other Compensation ($)(5) | Total ($) | | Mark Walsh, Chief Executive Officer | 2025 | 999,999 | — | 2,637,493 | 1,999,997 | 187,500 | — | 16,670 | 5,841,659 | | | 2024 | 993,092 | — | 1,999,983 | 1,999,997 | 100,000 | — | 100 | 5,093,172 | | | 2023 | 956,949 | 8,184,000 | — | — | 993,002 | — | 100 | 10,134,051 | | Michael Maher, Chief Financial Officer(6) | 2025 | 545,191 | — | 1,523,732 | 399,999 | 206,250 | — | 6,323 | 2,681,495 | | | 2024 | 312,981 | — | 299,991 | 299,997 | 25,067 | — | 100 | 938,136 | | Jubran Tanious, President and Chief Operating Officer | 2025 | 569,373 | — | 729,373 | 599,999 | 215,625 | — | 9,840 | 2,124,210 | | | 2024 | 540,740 | — | 499,986 | 499,999 | 40,930 | — | 13,900 | 1,595,555 | | | 2023 | 517,570 | 2,270,400 | — | — | 401,507 | — | 13,300 | 3,202,777 | | Richard Medway, General Counsel, Chief Compliance & Sustainability Officer and Secretary | 2025 | 545,802 | — | 423,518 | 300,000 | 205,875 | — | 12,155 | 1,487,350 | | | 2024 | 529,389 | — | 299,992 | 299,998 | 39,928 | — | 13,900 | 1,183,207 | | | 2023 | 513,041 | 1,659,100 | — | 307,040 | 399,278 | — | 13,300 | 2,891,759 | | Mindy Geisser, Chief People Services Officer | 2025 | 496,501 | — | 336,703 | 224,999 | 186,188 | — | 14,550 | 1,258,941 | | | 2024 | 493,720 | — | 204,998 | 204,993 | 37,238 | — | 13,900 | 954,849 | | | 2023 | 478,475 | 1,362,100 | — | — | 372,376 | — | 13,300 | 2,226,251 |
Summary Compensation Table
(1)There were no discretionary bonuses in 2025. (2)The amounts in the applicable column reflect the aggregate grant date fair value of stock awards (restricted stock units) or stock options granted during the fiscal year, computed in accordance with FASB ASC 718. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026. As discussed in the CD&A, a portion of the Annual Incentive Bonus Plan (“AIP”) amounts earned for 2025 were paid in 2026 in RSUs that vest one year after the grant date, subject to the NEO’s continued service until the vest date. (3)The amounts in this column reflect cash bonus payments under our AIP for performance in the applicable year, as described below. (4)No above-market or preferential interest rate options are available under our deferred compensation plan, which is described below, and so no amounts are reported in this column. (5)The amounts shown in this column for fiscal 2025 include (a) a physical examination, (b) credit card annual fees, (c) matching 401k contributions, (d) gifts and (e) charitable contributions. No NEO received a perquisite in 2025 that exceeded the greater of $25,000 or 10% of the NEO’s total perquisite and personal benefit amount. To the extent an NEO’s spouse or guests accompany the executive on business travel, there is no amount included as other compensation to the extent there is no aggregate incremental cost to the Company (including as a result of any reimbursement by the executive of such cost).
Summary Compensation Table
| Savers Value Village, Inc. | 37 | 2026 Proxy Statement |
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table shows grants of awards to our NEOs during fiscal 2025.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Mark Walsh | n/a | 25,000 | 250,000 | 500,000 | 85,000 | 850,000 | 1,700,000 | — | — | — | — | | | 3/12/2025 | — | — | — | — | — | — | 281,293 | — | — | 1,999,993 | | | 3/12/2025 | — | — | — | — | — | — | — | 671,140 | 7.11 | 1,999,997 | | Michael Maher | n/a | 27,500 | 275,000 | 550,000 | 16,500 | 165,000 | 330,000 | — | — | — | — | | | 3/12/2025 | — | — | — | — | — | — | 56,258 | — | — | 399,994 | | | 3/12/2025 | — | — | — | — | — | — | — | 134,228 | 7.11 | 399,999 | | | 7/24/2025 | — | — | — | — | — | — | 97,370 | — | — | 999,990 | | Jubran Tanious | n/a | 28,750 | 287,500 | 575,000 | 17,250 | 172,500 | 345,000 | — | — | — | — | | | 3/12/2025 | — | — | — | — | — | — | 84,388 | — | — | 599,999 | | | 3/12/2025 | — | — | — | — | — | — | — | 201,342 | 7.11 | 599,999 | | Richard Medway | n/a | 27,450 | 274,500 | 549,000 | 16,470 | 164,700 | 329,400 | — | — | — | — | | | 3/12/2025 | — | — | — | — | — | — | 42,194 | — | — | 299,999 | | | 3/12/2025 | — | — | — | — | — | — | — | 100,671 | 7.11 | 300,000 | | Mindy Geisser | n/a | 24,825 | 248,251 | 496,501 | 14,895 | 148,950 | 297,901 | — | — | — | — | | | 3/12/2025 | — | — | — | — | — | — | 31,645 | — | — | 224,996 | | | 3/12/2025 | — | — | — | — | — | — | — | 75,503 | 7.11 | 224,999 |
Grants of Plan-Based Awards in Fiscal 2025
(1)Represents the threshold, target and maximum value of cash bonus awards that could have been earned by the named executive officers under our annual incentive bonus plan for performance during fiscal 2025. The actual payments are set forth in the “Summary Compensation Table” section above. (2)Represents the threshold, target and maximum cash value of the amounts that could have been paid in RSUs under the AIP for performance during fiscal year 2025. The number of RSUs granted is calculated based on the dollar value of the earned bonus payable in RSUs, divided by the closing price of our common stock on the 2026 effective grant date of the RSUs. (3)The amounts in this column reflect the aggregate grant date fair value of stock options and RSUs granted during the fiscal year, computed in accordance with FASB ASC 718. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026.
Grants of Plan-Based Awards in Fiscal 2025
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Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table shows all outstanding equity awards held by each of the named executive officers at the end of fiscal 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Mark Walsh | 10/7/2019 | 641,828 | — | 681,828 | 1.41 | 10/7/2029 | — | — | | | 10/7/2019 | 740,800 | — | — | 1.41 | 10/7/2029 | — | — | | | 12/9/2020 | 645,295 | — | 645,294 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 860,395 | — | — | 3.16 | 12/9/2030 | — | — | | | 3/12/2024 | — | — | — | — | | 101,522 | 959,383 | | | 3/12/2024 | — | 208,768 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2025 | — | — | — | — | | 281,293 | 2,658,219 | | | 3/12/2025 | — | 671,140 | — | 7.11 | 3/12/2035 | — | — | | Michael Maher | 6/5/2024 | — | — | — | — | | 14,514 | 137,157 | | | 6/5/2024 | 15,174 | 30,349 | — | 13.78 | 6/5/2034 | — | — | | | 3/12/2025 | — | — | — | — | | 56,258 | 531,638 | | | 3/12/2025 | — | 134,228 | — | 7.11 | 3/12/2035 | — | — | | | 7/24/2025 | — | — | — | — | | 97,370 | 920,147 | | Jubran Tanious | 6/12/2019 | 104,000 | — | 136,365 | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 100,000 | — | — | 1.41 | 6/12/2029 | — | — | | | 11/1/2019 | 184,713 | — | 184,713 | 1.41 | 11/1/2029 | — | — | | | 11/1/2019 | 100,000 | — | — | 1.41 | 11/1/2029 | — | — | | | 12/9/2020 | 47,091 | — | 47,091 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 62,790 | — | — | 3.16 | 12/9/2030 | — | — | | | 3/12/2024 | — | — | — | — | | 25,380 | 239,841 | | | 3/12/2024 | — | 52,192 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2025 | — | — | — | — | | 84,388 | 797,467 | | | 3/12/2025 | — | 201,342 | — | 7.11 | 3/12/2035 | — | — |
Outstanding Equity Awards at Fiscal 2025 Year-End
| Savers Value Village, Inc. | 40 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Richard Medway | 6/12/2019 | 130,000 | — | 190,912 | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 43,344 | — | — | 1.41 | 6/12/2029 | — | — | | | 12/9/2020 | 78,131 | — | 78,130 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 104,170 | — | — | 3.16 | 12/9/2030 | — | — | | | 4/12/2023 | 31,395 | 15,697 | — | 15.45 | 4/12/2033 | — | — | | | 3/12/2024 | — | — | — | — | | 15,228 | 143,905 | | | 3/12/2024 | — | 31,315 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2025 | — | — | — | — | | 42,194 | 398,733 | | | 3/12/2025 | — | 100,671 | — | 7.11 | 3/12/2035 | — | — | | Mindy Geisser | 6/12/2019 | 190,913 | — | 190,912 | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 106,548 | — | — | 1.41 | 6/12/2029 | — | — | | | 12/9/2020 | 29,968 | — | 29,968 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 39,955 | — | — | 3.16 | 12/9/2030 | — | — | | | 3/12/2024 | — | — | — | — | | 10,406 | 98,337 | | | 3/12/2024 | — | 21,398 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2025 | — | — | — | — | | 31,645 | 299,045 | | | 3/12/2025 | — | 75,503 | — | 7.11 | 3/12/2035 | — | — |
Outstanding Equity Awards at Fiscal 2025 Year-End
(1)The amounts in this column represent unvested time-based stock options. Subject to continued employment through the applicable vesting date, these stock options vest in substantially equal installments on each of the first, second and third anniversaries of the grant date except for the March 2024 grants, which vest in substantially equal installments on each of the second, third and fourth anniversaries of the grant date. (2)The amounts in this column represent unvested and unearned performance-based stock options. These stock options are eligible to vest upon the achievement of the performance conditions described under Additional Narrative Disclosure below. (3)The amounts in this column represent unvested RSUs. Subject to continued employment through the applicable vesting date, these RSUs vest in equal installments on the second, third and fourth anniversaries of the grant date, except for Mr. Maher’s June 2024 grant and the March 2025 grants, which vest in equal installments on the first, second and third anniversaries of the grant date, and Mr. Maher’s July 2025 grant which vests in equal installments on the third, fourth and fifth anniversaries of the grant date. (4)The amounts in this column represent the aggregate fair market value of RSUs as of January 2, 2026, the last trading day of fiscal 2025. The closing price of the Company’s stock was $9.45 on that date.
Outstanding Equity Awards at Fiscal 2025 Year-End
| Savers Value Village, Inc. | 41 | 2026 Proxy Statement |
Option Exercises and Stock Awards Vested During Fiscal 2025
Option Exercises and Stock Awards Vested During Fiscal 2025 The following table sets forth all options exercised and RSUs vested for each of our NEOs during fiscal 2025.
Option Exercises and Stock Awards Vested During Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mark Walsh | 90,000 | 917,828 | — | — | | Michael Maher | — | — | 7,256 | 77,276 | | Jubran Tanious | 182,581 | 1,433,361 | — | — | | Richard Medway | 185,913 | 1,925,365 | — | — | | Mindy Geisser | 120,000 | 1,260,848 | — | — |
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans We provide a non-qualified deferred compensation plan to the NEOs and other employees. The NEOs who participate in this plan are listed in the table below. Participants may elect to defer all or a portion of their eligible salary and AIP payment until a specified date. Participants who defer salary or bonus under this plan are credited with market-based returns depending upon the investment choices made by the participant. The investment options under the plan offer a core lineup which is similar to those provided under our qualified 401(k) plan and an extended lineup with access to a broader universe of funds with varying risk and return profiles.
Nonqualified Deferred Compensation for Fiscal 2025
Nonqualified Deferred Compensation for Fiscal 2025 The following table provides information on our nonqualified deferred compensation plan for our NEOs who participate:
Nonqualified Deferred Compensation for Fiscal 2025
| Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End(2) ($) | | Richard Medway | 1,198 | — | 73,432 | (113,701) | 732,294 | | Mindy Geisser | 1,862 | — | 8,359 | (7,566) | 58,211 |
Nonqualified Deferred Compensation for Fiscal 2025
(1)Amounts contributed by the NEO are reported as salary or non-equity incentive compensation amounts for the applicable year in the Summary Compensation Table, and any matching contributions would have been reported for the applicable year as “all other compensation” in the Summary Compensation Table. There were no matching contributions by the Company in fiscal 2025. (2)Amounts reported in this column include contributions previously reported as compensation in the Summary Compensation Table in prior years of $771,365 for Mr. Medway and $55,556 for Ms. Geisser.
Nonqualified Deferred Compensation for Fiscal 2025
| Savers Value Village, Inc. | 42 | 2026 Proxy Statement |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The table below reflects estimates of the amount of compensation and benefits for each NEO under the employment agreements, equity award agreements and plans described under Additional Narrative Disclosure above in the event of (i) a termination without cause or resignation for good reason, (ii) a termination by reason of the executive’s death or disability, or (iii) upon a change in control (including “double-trigger” vesting where applicable). The amounts shown assume that the applicable triggering event occurred on January 3, 2026 and, therefore, are only estimates of the amounts that would be paid to the NEOs upon the occurrence of the applicable triggering event under arrangements in effect on such date.
Potential Payments Upon Termination or Change of Control
| Name | Termination Event | Cash Benefits ($) | Accelerated Vesting of Equity Awards (1) ($) | | Mark Walsh | Involuntary Termination Without Cause or Resignation for Good Reason (2), (4) | 2,064,844 | — | | | Death or Disability | — | 5,188,069 | | | Change in Control (3),(4) | 2,064,844 | 14,728,866 | | Michael Maher | Involuntary Termination Without Cause or Resignation for Good Reason (2), (5) | 601,140 | — | | | Death or Disability | — | 1,903,035 | | | Change in Control (3), (5) | 601,140 | 1,903,035 | | Jubran Tanious | Involuntary Termination Without Cause or Resignation for Good Reason (2), (6) | 626,295 | — | | | Death or Disability | — | 1,508,448 | | | Change in Control (3), (6) | 626,295 | 4,386,117 | | Richard Medway | Involuntary Termination Without Cause or Resignation for Good Reason (2), (7) | 600,134 | — | | | Death or Disability | — | 778,208 | | | Change in Control (3), (7) | 600,134 | 2,804,578 | | Mindy Geisser | Involuntary Termination Without Cause or Resignation for Good Reason (2), (8) | 547,312 | — | | | Death or Disability | — | 574,059 | | | Change in Control (3), (8) | 547,312 | 2,297,490 |
Potential Payments Upon Termination or Change of Control
(1)The estimated value associated with the accelerated vesting of equity awards in this table represents, for each option or RSU that would become vested as a result of the specified event, the amount equal to $9.45 per share (which represents the closing price of the Company’s stock on January 2, 2026, the last trading day of fiscal 2025) less, in the case of options, the exercise price. Mr. Walsh’s performance-based options would be eligible for accelerated vesting immediately based on the VWAP of the Company’s stock at the time of death and so the value of his unvested performance-based options as of the last trading day of fiscal 2025 would be reflected in this table if the applicable price hurdles were met, which was not the case as of January 3, 2026. (2)Reflects the severance benefits described under Employment Agreements above (and includes 100% of the AIP target value for fiscal 2026 for Mr. Walsh) and, for involuntary termination without cause, pro-rated vesting of time-based stock options described under Additional Narrative Disclosure—Equity Compensation above. (3)For change in control, assumes a qualifying termination and reflects full vesting of pre-IPO stock options (assuming, for performance-based options, that the performance criteria are met at the maximum level at the time of the change in control), each as described under Additional Narrative Disclosure—Equity Compensation above. Also includes post-IPO equity awards with “double-trigger” vesting that would vest only upon termination without cause upon or following a change in control, so includes accelerated vesting of RSUs and options granted under the terms of the Omnibus Incentive Plan. (4)Mr. Walsh’s cash benefits consist of $1,000,000 in base salary, $1,000,000 and $8,219 pro-rata AIP target value and $56,625 COBRA payments. (5)Mr. Maher’s cash benefits consist of $550,000 in base salary, $3,390 pro-rata AIP target value, $37,750 COBRA and $10,000 outplacement services payments. (6)Mr. Tanious’ cash benefits consist of $575,000 in base salary, $3,545 pro-rata AIP target value, $37,750 COBRA and $10,000 outplacement services payments. (7)Mr. Medway’s cash benefits consist of $549,000 base salary, $3,384 pro-rata AIP target value, $37,750 COBRA and $10,000 outplacement services payments. (8)Ms. Geisser's cash benefits consist of $496,501 base salary, $3,061 pro-rata AIP target value, $37,750 COBRA and $10,000 outplacement services payments.
Potential Payments Upon Termination or Change of Control
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Pay Ratio
Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, requires us to disclose the annual total compensation of Mr. Walsh, our CEO, and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For fiscal 2025: •Median employee’s total compensation: $29,315 •Mr. Walsh’s total annual compensation: $5,841,659 •Ratio of CEO to median employee compensation: 199.3 : 1 We used a consistently applied compensation measure to identify the median of the annual total compensation to include base salary and bonus earned of all of our employees. To make them comparable, salaries for newly hired employees who had worked less than a year were annualized, and the target annual bonus amount was applied to their total compensation measure. To identify the median of the annual total compensation of all employees and the median employee’s compensation, we took the following steps: •We determined that our employee population as of December 27, 2025, consisted of 22,827 full- and part-time employees located in 3 countries (we do not have temporary or seasonal workers). Our Australian population of 1,190 employees is less than 5% of the total so was excluded. •We selected December 27, 2025, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. •For our international employees paid in their local currency, we converted each such employee’s total annual compensation as of December 27, 2025, to U.S. dollars using the exchange rate as of that date; however, we did not make any cost-of-living adjustment with respect to any of our U.S. or international employees. The CEO pay ratio reported above is a reasonable estimate calculated in accordance with SEC rules and methods for disclosure. Due to estimates, assumptions, and adjustments, as well as significantly varying workforce structures, CEO pay ratios reported by other companies are not likely to be comparable to our CEO pay ratio.
Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by SEC rules, we are providing the following information about the relationship between executive compensation and specified financial performance measures of the Company. For more information about the Company’s executive compensation program and how the Company aligns executive compensation with Company performance, refer to the CD&A and the compensation tables.
Pay Versus Performance
| Fiscal Year(1) (a) | Summary Compensation Table Total for PEO(2) ($) (b) | Compensation Actually Paid to PEO(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) (e) | Value of an Initial $100 Investment: | | Net Income (thousands)(5) ($) (h) | Adjusted EBITDA (thousands)(6) ($) (i) | | | | | | | Total Stockholder Return(4) ($) (f) | Peer Group Total Stockholder Return(4) ($) (g) | | | | 2025 | 5,841,659 | 2,074,269 | 1,887,999 | 1,296,147 | 41 | 141 | 22,639 | 255,655 | | 2024 | 5,093,172 | (15,920,056) | 1,230,196 | (1,881,369) | 45 | 131 | 29,030 | 272,579 | | 2023 | 10,134,051 | 17,566,372 | 2,684,102 | 4,140,034 | 76 | 115 | 53,115 | 307,326 |
Pay Versus Performance
(1)Information for years prior to 2023 is not included because we were not a public reporting company until June 2023. (2)The amounts in column (b) are the amounts reported for our principal executive officer (“PEO”), Mr. Walsh, in the “Total” column of the Summary Compensation Table for the specified fiscal year. The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table for the specified fiscal year. The PEO and Non-PEO NEOs for the applicable fiscal years were as follows:
Pay Versus Performance
| Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Mark Walsh | Michael Maher, Jubran Tanious, Richard Medway, Mindy Geisser | | 2024 | Mark Walsh | Michael Maher, Jubran Tanious, Richard Medway, Charles Hunsinger, Jay Stasz | | 2023 | Mark Walsh | Jay Stasz, Jubran Tanious, Richard Medway, Mindy Geisser |
Pay Versus Performance
(3)The amounts in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Walsh, and the average amount of “compensation actually paid” to our other NEOs as a group, for the specified fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. To determine “compensation actually paid” under SEC rules, the amounts shown below were deducted and added, as applicable, to the Summary Compensation Table total compensation:
Pay Versus Performance
| Calculation of “Compensation Actually Paid” for Fiscal 2025 | PEO ($) | Other NEOs (average) ($) | | Summary Compensation Table (SCT) Total | 5,841,659 | 1,887,999 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (4,637,490) | (1,134,581) | | (Minus): Change in Pension Value | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 6,162,829 | 1,405,387 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (5,187,244) | (855,895) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (105,484) | (6,764) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | | Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | 2,074,269 | 1,296,147 |
Pay Versus Performance
| Savers Value Village, Inc. | 47 | 2026 Proxy Statement |
Pay Versus Performance
(4)The amounts reported in column (f) represent cumulative TSR of the Company under SEC rules from June 29, 2023, our first day of trading as a public company, through the last trading day for the specified fiscal year in the table. The amounts reported in column (g) represent peer group TSR under SEC rules for the same period, using the S&P 500 Retail Select Industry Index, which is the peer group used in our Annual Report on Form 10-K for purposes of Item 201(e) of Regulation S-K. (5)The amounts reported in column (h) represent net income of the Company reported in our Annual Report on Form 10-K for the specified fiscal year. (6)The amounts reported in column (i) represent Adjusted EBITDA, which is a non-GAAP financial measure. Through fiscal 2025, we define Adjusted EBITDA as net income excluding the impact of interest expense, net, income tax expense (benefit), depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, lease intangible asset expense, executive transition costs, transaction costs, dividend-related bonus, foreign currency exchange rate impacts, and certain other adjustments. Please see Appendix A: Reconciliation to GAAP Measures, for a reconciliation of GAAP net income to Adjusted EBITDA. Adjusted EBITDA as reported in column (i) and in our Annual Report is different than the Adjusted EBITDA result used for purposes of the AIP as noted in the CD&A because we use an internal management reporting rate for constant currency purposes to account for the impact of foreign currency exchange rates in our AIP calculation.
Relationship between Compensation Actually Paid and Company Performance
Relationship between Compensation Actually Paid and Company Performance The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:
Relationship between Compensation Actually Paid and Company Performance
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Relationship between Compensation Actually Paid and Company Performance
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income: The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Adjusted EBITDA:
Relationship between Compensation Actually Paid and Company Performance
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Relationship between Compensation Actually Paid and Company Performance
Equity Compensation Plan Information The following table provides certain information as of January 3, 2026 with respect to our equity compensation plans:
Relationship between Compensation Actually Paid and Company Performance
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (#)(1) | Weighted-average exercise price of outstanding options, warrants and rights (b) ($)(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (#) | | Equity compensation plans approved by security holders | 15,646,750 | 4.89 | 11,643,954 |
Relationship between Compensation Actually Paid and Company Performance
(1)Represents the number of shares issuable under outstanding options and RSUs, under the respective plans. There are 11,451,205 shares attributable to outstanding options under the 2019 Management Incentive Plan, under which no further shares remain available for grant. There are 2,081,775 shares attributable to outstanding RSUs and 2,113,770 shares attributable to outstanding options under the Omnibus Incentive Compensation Plan. (2)Represents the weighted-average exercise price of options outstanding under the 2019 Management Incentive Plan and Omnibus Incentive Compensation Plan. See note 1 above with respect to RSUs granted under the Omnibus Incentive Compensation Plan. The weighted-average exercise price does not take these awards into account because they do not have an exercise price.
Relationship between Compensation Actually Paid and Company Performance
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Relationship between Compensation Actually Paid and Company Performance
Stock Ownership